ex4-9.htm


    
      

    

     

    
 

    AMENDMENT
TO PROMISSORY NOTE

    


     

    

      
      

    

                 
THIS AMENDMENT (the
“Amendment”) is made as of January 20, 2008 (“Effective Date”) by
and  between Dais Analytic Corporation, having place of business at
11551 Prosperous Drive, Odessa, Florida 33556 (“Dais”) and Robb Charitable
Trust, having a place of business at  3000 Troy-Schenectady Road,
Schenectady, New York 12309 (“Robb Charitable Trust”) collectively, the
“Parties” and singularly, a “Party”)

    


    WITNESSETH

                  WHEREAS, on May 22, 2007 Dais
issued an unsecured promissory note in the original principal amount of Two
Hundred Thousand Dollars ($200,000) to Robb Charitable Trust (“ Promissory
Note”), and

    


                  WHEREAS, the Parties wish to
amend the terms and conditions of the Promissory Note allow Dais to pay one half
of the total principal and interest payable thereunder in cash with the
remaining balance to be paid by Dais issuing to Robb Charitable Trust shares of
Dais $.01 par value Common Stock at a rate of one share of stock for each
twenty-five cents ($.25) of principal and interest owed.

    


                  
NOW, THEREFORE, in
consideration of the mutual premises, representations, warranties, covenants and
agreements contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:

    


    1. The
parties agree that Section 1(b) of the Promissory Note is hereby deleted in its
entirety and the following provisions shall be inserted in place
thereof:

    


    
      	
               
      

            	
              “(b).  Maturity
      Date.  On February 10, 2008, Company shall pay, in cash, to the
      order of Payee at the address indicated above, one half of the total
      outstanding Principal and accrued but unpaid interest due under the
      Promissory Note as of January 24, 2008 (“Maturity Date”). The remaining
      one half of the total outstanding Principal and accrued but unpaid
      interest due under the Promissory Note shall be payable by Dais issuing to
      the Robb Charitable Trust one share of Dais $.01 par value common stock
      for every twenty-five cents ($.25) of said remaining outstanding Principal
      and interest. As a condition of said issuance Robb Charitable Trust shall
      execute a subscription agreement containing reasonable terms and
      conditions for issuance of said stock, including but not limited to, a
      representation by Robb Charitable Trust that it is a ‘Accredited investor”
      as defined in Regulation D of the Securities Act of 1933. Said
      subscription agreement is to be provided by
  Dais.

            


    

    


    2. All
other terms and conditions of the Promissory Note shall remain unchanged and in
full force and effect.

    


    3. This
Agreement may be executed in counterparts, each of which will be deemed an
original, and all of which together constitute one and the same
instrument.

    


                IN WITNESS WHEREOF, the
Company has executed and delivered this Note on the date first written
above.

    


    ROBB CHARITABLE
TRUST

     

    By: /s/
Lindsey Robb

     

    Print Name: Lindsey
Robb

     

    Title:
_____________________________________

     

     

    DAIS
ANALYTIC CORPORATION

     

    By: /s/
Timothy N. Tangredi

                                                                                                                         
Timothy N. Tangredi - President

    


     

     

    Amendment to Promissory
Note – Page  1                                                                                                                        January
20, 2008